Company Proprietary Rights. Subject to Section 5.3, Company and its Affiliates own, or have license rights to, all intellectual property rights in Software, Cloud Services, Materials, and Documentation, and all derivatives thereof (collectively "Protected Materials"), and Company trademarks ("Company Marks"), which are protected by applicable patent, copyright, trademark and trade secret laws. Customer must duplicate unaltered copies of all proprietary notices incorporated in or affixed to any Protected Materials. Except as expressly licensed stated in the Agreement, Customer receives no other rights to use any of Company's Protected Materials or Company Marks. Except for the limited license use rights expressly granted in the Agreement, Customer has no right, title or interest in or to the Protected Materials, Products, or Company Marks or any intellectual property rights related thereto. In no event may Customer alter or delete any proprietary notices on Protected Materials.
Company Proprietary Rights. Company Data is and shall remain the sole and exclusive property of Company including all applicable rights to patents, copyrights, trademarks, trade secrets or other proprietary rights thereto. Additionally, all right, title and interest to any data relating to Company’s business shall remain the property of Company, whether or not supplied to Service Provider or uploaded into the Product. Upon request at any time during the Term, and promptly following expiration or termination of a Schedule or of this Agreement by either Party for any reason, Service Provider agrees to provide Company with a copy, or return all or a portion, of the Company Data in a non-proprietary format in general use at the time and reasonably acceptable to Company. Promptly following any such expiration or termination of a Schedule or of this Agreement, and delivery of the Company Data to Company as described above, Service Provider will destroy, and certify to Company the destruction of, all other copies of such Company Data on all storage and media devices.
Company Proprietary Rights. Other than pursuant to the Distribution Agreement or the sale of the Company’s inventory in the Ordinary Course of Business:
Company Proprietary Rights. Company and its affiliates have the exclusive right, title and interest in and to their proprietary systems, software, including the System, information, logos, services names, domain names, marks, copyrights, business processes, know-how, documentation, materials and technology (collectively, “Company IP”) and no rights or interest are transferred to Client except those expressly granted in writing under this Agreement even if Company uses or provides Company IP to Client in connection with its performance of the Services. Client shall not recompile, disassemble, reverse engineer, make or distribute any other form of, or create derivative works from, the Company IP without prior written consent. Client acknowledges that the System, methods for providing the Services, related materials and software were developed, compiled and arranged by Company through expenditure of substantial time, effort and money and constitute valuable intellectual property and, as between Client and Company, are Company IP. Company may use suggestions for modifications and improvements from Client about Company’s System and Services and derivatives (“Suggestions”) in its discretion and Suggestions that Company incorporates in the System or Services and derivatives, whether under this Agreement or not, are Company IP. Client shall not, and Client shall not permit any third party to: (i) copy, modify, adapt, translate or otherwise create derivative works of the System, except for such copies, translations and adaptions of the System documentation as reasonably necessary for Client’s use of the Services or the System; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the System, (iii) rent, lease, sublicense, sell, assign or otherwise transfer rights in or to the System; (iv) remove any proprietary notices or labels on the System; or (v) intentionally use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with operation of the System. Client shall not use Company IP, including Company’s marks or trade names, without prior written consent. Client shall not disclose or distribute information about the System, other Company IP, or Services in a manner that competes with Company.
Company Proprietary Rights. Such Shareholder has no right or interest (including, without limitation, any ownership right) in or to any Company Intellectual Property.
Company Proprietary Rights. Employee acknowledges and agrees that all Intellectual Property (defined below) created, made or conceived by Employee (solely or jointly) during Employee’s employment by the Company (regardless of whether such Intellectual Property was created, conceived or produced during Employee’s regular work hours or at any other time) that relates to the actual or anticipated businesses of the Company Group or results from or is suggested by any work performed by employees or independent contractors for or on behalf of the Company Group (“Company Intellectual Property”) shall be deemed “work for hire” and shall be and remain the sole and exclusive property of the Company for any and all purposes and uses whatsoever as soon as Employee conceives or develops such Company Intellectual Property, and Employee hereby agrees that its assigns, executors, heirs, administrators or personal representatives shall have no right, title or interest of any kind or nature therein or thereto, or in or to any results and proceeds therefrom. If for any reason such Company Intellectual Property is not deemed to be “work-for-hire,” then Employee hereby irrevocably and unconditionally assigns all rights, title, and interest in such Company Intellectual Property to the Company and agrees that the Company is under no further obligation, monetary or otherwise, to Employee for such assignment. Employee also hereby waives all claims to any moral rights or other special rights (“Moral Rights”), including, without limitation, all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral” or the like, that Employee may have or may accrue in any Company Intellectual Property. To the extent that any such Moral Rights cannot be assigned under applicable law, Employee hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or on behalf of the Company and waives and agrees not to enforce any and all such rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. Employee shall promptly disclose in writing to the Company the existence of any and all Company Intellectual Property. As used in this Agreement, “Intellectual Property” shall mean and include any ideas, inventions (whether or not patentable), designs, improvements, discoveries, innovations, patents, patent applications, tradema...
Company Proprietary Rights. Seller does not own or claim to have any interest in any of the Company's Proprietary Rights.
Company Proprietary Rights. 5.2.1. Company shall own and retain all right, title and interest in and to (i) data that is based on or derived from the Customer Data and provided to Customer as part of the Services, (ii) the Services and Software, all improvements, enhancements or modifications thereto, (iii) any software, applications, inventions or other technology developed in connection with the Professional Services, and (iii) all intellectual property rights related to any of the foregoing.
Company Proprietary Rights. All Confidential Information created by the Executive (alone or with others) during the Employment Period, regardless of whether or not such information was created during the Company’s customary business hours or at the Company’s place of business, shall be and remain the sole property of the Company free and clear of any rights or claims that may be made by the Executive or any other entity. The Executive shall not file any copyright or patent applications covering or claiming any Confidential Information except with the prior written consent of the Company. Upon termination of the Executive’s employment, or at any time upon written request of the Company, the Executive shall deliver to the Company all Confidential Information, whether embodied in Written Materials, substances, models, mechanisms or the like, including but not limited to, customer/client lists, documents, research data, reports, plans, proposals, marketing and sales plans, equipment, software, discs, illustrations, samples, and manuals or otherwise containing or relating to the Confidential Information in his possession or control. “Written Material” means letters, memoranda, reports, notes, notebooks, books of account, data, drawings, prints, plans, specifications, formulae, and all other documents or writings, and all copies thereof, including those stored in forms of electronic media. During the Employment Period and for a period of one (1) year thereafter, at the request of the Company and without expense to the Executive but also without additional consideration, the Executive shall execute such documents and perform such other reasonable acts as the Company deems necessary to vest in the Company or its designee title to Confidential Information, or to obtain, with respect to Confidential Information, copyrights and/or patents in any jurisdiction or jurisdictions, including, without limitation, any application for copyrights or patents, any copyrights or patents issued pursuant thereto, and any assignment of any of the foregoing.
Company Proprietary Rights. All Proprietary Rights shall be promptly and fully disclosed by Independent Contractor to the Company and shall be the exclusive property of the Company as against Independent Contractor and Independent Contractor’s successors, heirs, devisees, legatees and assigns. Independent Contractor hereby assigns to the Company Independent Contractor’s entire right, title, and interest in the Proprietary Rights and shall promptly deliver to the Company all papers, drawings, models, data, and other material relating to any of the foregoing Proprietary Rights conceived, made, developed, created or reduced to practice by Independent Contractor as aforesaid. All copyrightable Proprietary Rights shall be considered “works made for hire.” Independent Contractor shall, upon the Company’s request and at its expense, execute any documents necessary or advisable in the opinion of the Company’s counsel to assign, and confirm the Company’s title in the foregoing Proprietary Rights and to direct issuance of Patents or Copyrights to the Company with respect to such Proprietary Rights as are the Company’s exclusive property as against Independent Contractor and Independent Contractor’s successors, heirs, devisees, legatees and assigns or to vest in the Company title to such Proprietary Rights as against Independent Contractor and Independent Contractor successors, heirs, devisees, legatees and assigns, the expense of securing any such patent or copyright, however, to be borne by the Company.
